Buyer Assumed Liabilities Sample Clauses

Buyer Assumed Liabilities. After Closing, Buyer shall assume, pay, discharge and perform the following (the “Assumed Liabilities”):
Sample 1
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Buyer Assumed Liabilities. In connection with the conveyance of the Trace Regional Assets to Buyer, Buyer shall assume and be obligated to pay and satisfy when due, and Seller shall not be obligated with respect to any, liabilities or obligations of Seller existing at the Closing Date, or accruing thereafter, related to, associated with or arising with respect of Trace Regional, the Trace Regional Assets or the operation thereof, including without limitation of the generality of the foregoing, future payment and performance of obligations and liabilities existing as of the Closing Date or accruing on or thereafter with respect to the following (collectively, the “Buyer Assumed Liabilities”): (i) current liabilities consisting of accounts payable and accrued payables of Seller, accrued payroll and vacation liabilities, accrued payroll taxes and withholdings, other miscellaneous current liabilities, short term lease liabilities and accounts payable of Seller as of the Closing Date; (ii) performance following the Closing Date under the Contracts including, without limitation, long term lease liabilities, deferred CARES receipts; (iii) those obligations of Seller in respect of taxes (exclusive of real estate taxes) and utilities as of and following the Closing Date; (iv) performance following the Closing Date of the obligations under the Provider Agreements and Contracts with respect to obligations existing and/or incurred or occurring after the Closing Date; (v) obligations existing as of or arising after the Closing Date under all permits, approvals, licenses, qualifications, registrations, or certifications; (vi) any liabilities or obligations to former employees of Seller under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) accruing on the Closing Date or thereafter, (vii) all Physician Employment Agreements of Seller; and (viii) all obligations arising from operation of Trace Regional following the Closing Date.
Sample 1
Buyer Assumed Liabilities. Corning agrees to assign to Buyer on the Closing Date, and Buyer agrees to assume on the Closing Date, and shall thereafter be responsible for paying and satisfying, and shall indemnify, defend and hold Corning and its direct and indirect subsidiaries harmless with respect to, the following liabilities and obligations of Corning or any of its direct or indirect subsidiaries:
Sample 1
Buyer Assumed Liabilities. The Buyer and its Affiliates (including, after the Closing, the Sold Companies and the Sold Subsidiaries) shall, effective as of the Closing, assume or retain all Liabilities that transfer by operation of applicable Law and all Liabilities in respect of (A) the Assumed Plans, (B) the service of the Transferred Employees following the Closing Date, including all Liabilities under or relating to compensation or benefits provided on or following the Closing Date (including commissions, bonuses, incentive pay, overtime, premium pay, shift differentials, and severance or termination pay or benefits of any 62 kind), (C) compensation and benefits required to be provided by the Buyer and its Affiliates pursuant to applicable Law with respect to any Transferred Employee and (D) any Liabilities arising out of the failure of the Buyer or its Affiliates to comply with its obligations under this Article VI, including the failure of the Buyer or its Affiliates to engage in any consultations required or contemplated by Section 6.4, and the failure of the Buyer or its Affiliates to maintain terms and conditions of employment for Employees to the extent necessary to effect the automatic transfer of such Employees under applicable Laws (including applicable Transfer Regulations), Collective Bargaining Agreements or employment agreements, and where permissible under applicable Law prevent severance from becoming payable to any such Employee under applicable Law (including applicable Transfer Regulations), provided, however, that Buyer shall not assume any Liabilities for severance pursuant to this clause (D) that are not Buyer Termination Liabilities.
Sample 1
Buyer Assumed Liabilities. Buyer shall assume only those specified debts, liens and liabilities of the Business as of the Closing Date as detailed in Exhibit 'C' "Buyer Assumed Liabilities" attached hereto. Any and all liabilities of e-Point UK and/or Business whatsoever pertaining to Seller's development and/or operation of the Business up to the Closing date which are not listed on Exhibit "C" shall remain the sole responsibility of the Seller.
Sample 1
Buyer Assumed Liabilities. Buyer retains or assumes the following Environmental Liabilities:
Sample 1
Buyer Assumed Liabilities. Without limiting the Liabilities Buyer is responsible for as the purchaser and/or owner of the Properties, at Closing, Buyer shall assume (1) any and all Liabilities attributable to the Properties to the extent that the same first arise or accrue from and after the Closing or are attributable to events or circumstances (such as any tort claims, actions, omissions, accidents, injuries, breach of obligations, or other loss or damage) that first occur on or after the Closing; (2) any and all Entrance Fee Liabilities any obligation to refund the same, whether such obligation accrued prior to or after Closing (and such assumption shall be without adjustment to the Purchases Price), (3) all Liabilities accruing from and after the Closing Date in respect of or relating to the Hired Employees, and (4) any and all Liabilities to the extent that Buyer has received a credit at Closing (the “Assumed Liabilities”). For greater clarity, the Parties’ rights and obligations under this Section 16.2 shall survive the Closing. Buyer shall indemnify and hold harmless the Seller Entities from and against any Loss incurred by any Seller Entity to the extent resulting from (i) any breach of any express representations or warranties of Buyer in this Agreement which expressly survives the Closing or termination of this Agreement (as the case may be), (ii) any breach by Buyer of any of its covenants or obligations under this Agreement which expressly survives the Closing or termination of this Agreement (as the case may be) and (iii) Assumed Liabilities. In no event shall Assumed Liabilities include any Seller Retained Liabilities.
Sample 1
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Related to Buyer Assumed Liabilities

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Assumed Obligations At the Closing, Purchaser shall assume, and agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the ordinary course of Seller's business (excluding, for purposes of clarification and not limitation, any and all professional fees, costs and other expenses incurred by the Seller in connection with the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby after October 31, 2003, all of which shall be governed by Section 14.4 hereof), (ii) Seller's liabilities and other obligations arising subsequent to the Closing under all contracts entered into by Seller in the ordinary course of its business (including open purchase orders) after the date hereof, and (iii) the obligations listed on Schedule 2.1(c) hereto (collectively the "Assumed Obligations"). Except as expressly set forth in this paragraph (c), Purchaser shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including but not limited to any liabilities, obligations, debts or commitments of Seller incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (except to the extent contemplated by Section 14.5 hereof). Without limiting the generality of the foregoing, Seller expressly acknowledges and agrees that Seller shall retain, and that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, (a) any liability of Seller for Taxes, whether measured by income or otherwise, (b) any product liability pertaining to products sold by Seller prior to the Closing Date, (c) any liability or obligation of Seller relating to any default taking place before the Closing Date under any of the Assumed Obligations to the extent such default created or increased the liability or obligation, (d) any obligation of Seller to its shareholders, any Affiliate of Seller or its shareholders, or any Person claiming to have a right to acquire any capital stock or other securities of Seller, or (e) the Distribution Agreement by and between KMS and Seller effective as of September 26, 2002, together with any and all liabilities or obligations (including professional fees) arising out of or relating thereto or to any prior or subsequent agreements between the parties. All obligations which are not Assumed Obligations, including but not limited to the foregoing, are hereinafter referred to as the "Excluded Obligations."

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Assumed and Excluded Liabilities (a) The applicable Transferred Company shall assume and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement, (ii) all Liabilities in respect of the Assigned Contracts and (iii) all Liabilities set forth on Annex 2.3(a) ((i), (ii) and (iii) collectively, the “Assumed Liabilities”) and (b) one or more members of Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset, whether incurred before, on or after the Closing, (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, except to the extent expressly assumed by Buyer under Section 6.6, (iii) all Taxes for which Seller is responsible under Section 6.5(a), (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than Liabilities relating to, arising out of or resulting from (x) the provision of ILEC Services as conducted on the date of this Agreement or as of the Closing, (y) any similar business conducted by the Transferred Companies prior to the date of this Agreement that would constitute an ILEC Service but for the date restrictions contained in the definition thereof or (z) the Transferred Companies’ historic wireline business conducted within the Territory), and (vi) all Liabilities set forth on Annex 2.3(b), whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities (other than clause (v) of the definition thereof) are not intended to create and expressly exclude any obligation of any member of the Seller Group to assume or be responsible for any Liability related to the infringement, misappropriation or other violation of any Intellectual Property rights.

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